Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
Anchiano Therapeutics Ltd.
(Name of Issuer)
American Depositary Shares, each representing five ordinary shares, no par value
Ordinary Shares, no par value
(Title of Class of Securities)
03280X 102**
(CUSIP Number)
Bradley R. Goldman
Palisade Medical Equity I, LP
One Bridge Plaza North
Suite 695
Fort Lee, NJ 07024
(201) 585-7733
Copies to:
Anna T. Pinedo
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 506-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 17, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| ** | CUSIP number 03280X 102 has been assigned to the American Depositary Shares (“ADSs”), which are quoted on The Nasdaq Stock Market under the symbol “ANCN.” Each ADS represents five ordinary shares of the Issuer, no par value (the “Ordinary Shares”). No CUSIP number has been assigned to the Ordinary Shares. |
| (1) |
Names of Reporting Persons
Palisade Medical Equity I, LP |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) (b) | |
| (3) | SEC Use Only |
| (4) |
Source of Funds (See Instructions)
OO |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) |
Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 0 Ordinary Shares |
| (8) | Shared Voting Power | 0 | |
| (9) | Sole Dispositive Power | 0 Ordinary Shares | |
| (10) | Shared Dispositive Power | 0 |
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| (13) |
Percent of Class Represented by Amount in Row (11)
0% |
| (14) |
Type of Reporting Person (See Instructions)
PN |
| (1) |
Names of Reporting Persons
Dennison T. Veru |
| (2) |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (b) |
| (3) | SEC Use Only |
| (4) |
Source of Funds (See Instructions)
OO |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) |
Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With |
(7) | Sole Voting Power | 0 Ordinary Shares |
| (8) | Shared Voting Power | 0 | |
| (9) | Sole Dispositive Power | 0 Ordinary Shares | |
| (10) | Shared Dispositive Power | 0 |
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Share |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) |
Percent of Class Represented by Amount in Row
0% |
| (14) | Type of Reporting Person (See Instructions)
IN |
| Item 1. | Security and Issuer |
This amendment No. 4 to Schedule 13D relates to the Schedule 13D filed by Palisade Medical Equity I, LP and Dennison T. Veru (collectively, the “Reporting Persons”) related to American Depositary Shares, each representing five ordinary shares, no par value, of Anchiano Therapeutics Ltd. (the “Issuer”). This is the final amendment to the Schedule 13D and constitutes an “exiting filing” for the Reporting Persons.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following information:
The Reporting Persons’ beneficial ownership has decreased below 5% of the Issuer’s outstanding securities.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented with the following information:
(e) The Reporting Persons ceased to be beneficial owners of any of the Issuer’s securities on December 15, 2020.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Date: December 17, 2020 |
|||||
| PALISADE MEDICAL EQUITY I, LP | |||||
| By: PALISADE MEDICAL EQUITY HOLDINGS I, LLC | |||||
| By: | /s/ Dennison Veru | ||||
| Name: | Dennison T. Veru | ||||
| Title: | President | ||||
| DENNISON T. VERU | |||||
| /s/ Dennison Veru | |||||